Organisational structure of the Board of Directors
The Board of Directors constitutes itself at the first meeting following the General Meeting of shareholders. With the exception of the Chairman and the members of the Compensation Committee who are elected at the Annual General Meeting of shareholders, the Board of Directors elects among its members a Vice Chairman and a Lead Independent Director, who may be the same member acting in both roles as well as the Chairpersons and members of the Group Board Committees as proposed by the Chairman’s and Governance Committee. The Vice Chairman and the Lead Independent Director are appointed amongst the independent members of the Board of Directors. The Board of Directors may remove the members from any such special function at any time. The Board of Directors also appoints its secretaries who do not need to be members of the Board.
The organisation of the Board of Directors is set forth in the Group Bylaws, which define the organisational structure and function of Swiss Re Ltd and the responsibilities and authorities of the Board of Directors, its committees and the Group Executive Committee (Group EC) and their members. The Group Bylaws also provide an overview on periodic reports to be submitted to the Board of Directors and its committees.
The Chairman’s and Governance Committee and the full Board review at least annually the Group Bylaws to ensure their continued effectiveness and compliance with the Articles of Association, applicable laws, regulations and best practice.